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EXHIBIT 10.4
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the
"AGREEMENT")
is made as of this 18th day of July, 2006 (the "EFFECTIVE
DATE"), by and among
Caitac International, Inc., a corporation organized and existing
under the laws
of Japan ("DISTRIBUTOR"), Blue Concept, LLC, a California
limited liability
company ("ASSIGNOR"), and Taverniti So Jeans, LLC, a California
limited
liability company ("ASSIGNEE"), with reference to the following
facts:
A. Assignor and Distributor are parties to that certain
International Distribution Agreement dated as of May 1, 2005
(the "DISTRIBUTION
AGREEMENT"), pursuant to which Assignor granted to Distributor
the exclusive
right to distribute products under the brand name "Taverniti So
Jeans" in the
territory of Japan;
B. Assignee is the wholly-owned subsidiary of Blue Holdings,
Inc., a Nevada corporation (the "COMPANY");
C. Assignor and Assignee are affiliated entities in that,
among
other matters, the majority shareholder of the Company (the
parent entity of
Assignee) is the co-owner of Assignor;
D. Assignee holds the exclusive license to manufacture,
commercialize, sell, distribute and exploit apparel products
under the brand
"Taverniti So Jeans"; and
E. Each of Distributor, Assignor and Assignee desire to
enter
into this Agreement to (i) assign to Assignee the rights and
obligations of
Assignor under the Distribution Agreement, and (ii) amend
certain provisions of
the Distribution Agreement.
NOW THEREFORE, in consideration of the mutual covenants and
con
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